«EXHIBIT 14 Dear Associate: The Ann Taylor Business Conduct Guidelines state the ethical standards for the Company. As members of the Ann Taylor ...»
The Ann Taylor Business Conduct Guidelines state the ethical standards for the Company. As members of the Ann
Taylor family, we must each comply with these Guidelines and with the laws that apply to our business. Read this
booklet carefully and maintain it in an accessible location for future reference.
These Guidelines are not comprehensive, and situations may arise which require you to make a decision that
Company guidelines cannot make for you. In these cases, Ann Taylor relies on your personal and professional integrity. Our reputation and continued success are dependent upon your ability to consistently demonstrate sound judgment and to deal fairly and honestly with others.
The Ann Taylor name is built upon trusting relationships. I am confident that, together, we have the integrity and talent to continue rising to the challenges of our business.
Sincerely, J. Patrick Spainhour Chairman and Chief Executive Officer
TABLE OF CONTENTS
INTRODUCTIONCorporate Compliance Officer
Reporting of Violations
Discipline for Violations
YOU AND YOUR JOB
AT ANN TAYLORPersonal Conduct
Use of Ann Taylor Assets
Protecting Ann Taylor Assets
Requests for Information
Use of Confidential Information
Leaving Ann Taylor
Proper Accounting and Financial Integrity
Review of Travel and Expense Reports
Maintenance of Other Company Records
CONDUCTING ANN TAYLOR BUSINESS Relations with Clients
Treat Everyone Fairly
Relationship with Vendors and Suppliers
Contacts with Competitors
Information About Others
Gratuities and Entertainment
Conformity with Import, Labeling, Advertising Credit and Other Regulations
ON YOUR OWN TIME Conflicts of Interest
Assisting a Competitor
Competing Against Ann Taylor
Supplying Ann Taylor
Personal Financial Interests
Transactions Between Associates
Use of Ann Taylor Time and Assets
Participation in Political Life
Transactions in Ann Taylor Securities
Someone Close to You Working in the Industry
A LAST WORD
INTRODUCTIONThe Ann Taylor Business Conduct Guidelines are intended to aid associates in conducting themselves in a legally and ethically appropriate manner and to define certain of their responsibilities as associates of Ann Taylor. Each section of these Guidelines covers an area in which you, as an associate, have
responsibilities to Ann Taylor:
The Company’s business and reputation are dependent upon the integrity and high moral standards of every associate. However, these Guidelines do not attempt to encompass all possible situations — for that, we must rely on your good sense of what is right and prudent.
Abiding by these Guidelines and related Ann Taylor practices and procedures is a condition of your continued employment with Ann Taylor. Any failure to follow these Guidelines or related practices or procedures could lead to discipline of an associate, up to and including separation, and possible civil and criminal penalties under the law. The Company could also be subjected to prosecution and significant fines as a result of your conduct.
These Guidelines must be read carefully. You are required to sign an acknowledgment that you have read these Guidelines, understand them and agree to observe them. If you have any questions or want something explained further, you should speak with the Corporate Compliance Officer (our General Counsel) or a Vice President of Human Resources before signing the acknowledgment. These Guidelines are subject to change, as laws or Company practices change, and will be updated accordingly. From time to time, you may be required to re-read these Guidelines, and re-acknowledge your understanding of and adherence to these Guidelines.
Corporate Compliance Officer
Our General Counsel has been designated as the Company’s Corporate Compliance Officer, having the ultimate responsibility for overseeing compliance with all applicable laws, these Guidelines, and all other relevant Company practices. You should also feel free to look to our Corporate Compliance Officer as a resource to consult before actions are taken, especially when you think these Guidelines or other Company practices may be ambiguous, or you think that your action might otherwise implicate some aspect of these Guidelines or other practices. All consultations will be kept confidential, to the extent possible under the circumstances.
Reporting of Violations
You have a responsibility to report any suspected violation of these Guidelines or related practices to your supervisor, a Vice President of Human Resources, or the Corporate Compliance Officer. All supervisors and the Vice Presidents of Human Resources are required to report potential violations to the Corporate Compliance Officer.
Reports of suspected violations can be made anonymously, if you prefer, by writing to the Corporate Compliance Officer in the NYO. You may also report suspected violations anonymously by calling the tollfree Ann Taylor CARE Hotline, 1-800-688-CARE. In making a report, you should give a brief statement outlining your knowledge of the alleged violation.
All reported violations, including the identity of the associate making the report, will be kept confidential, to the extent possible under the circumstances. Associates will not be subject to reprisal or public embarrassment for making good faith reports of suspected violations of these Guidelines or other Company practices.
Discipline for Violations
Reported violations will be investigated promptly. Relevant corporate records will be reviewed, pertinent associates and others may be interviewed, and such other action as the Corporate Compliance Officer deems appropriate under the circumstances will be taken in order to determine the existence and extent of any violation.
Ann Taylor will discipline any associate who violates these Guidelines or related practices. The determination of the appropriate discipline, up to and including separation, will be made in consultation with the Corporate Compliance Officer. Among the factors which may be taken into account in determining the appropriate disciplinary action are: the nature of the violation and the ramifications to Ann Taylor of such violation; whether the associate was directly or indirectly involved in the violation; whether the violation was willful or unintentional; whether the violation represented an isolated occurrence or a pattern of conduct; whether the associate voluntarily reported the violation; whether the associate withheld information concerning the violation; the degree to which the associate cooperated with the investigation; the extent to which the circumstances reflect inadequate supervision or lack of diligence;
the disciplinary action imposed by Ann Taylor for similar violations; and the associate’s past violations, if any.
Records of all violations of these Guidelines and the disciplinary action taken will be maintained by the Corporate Compliance Officer and in the associate’s personnel file.
Ann Taylor will not hesitate to notify and cooperate with the police or other government authorities regarding acts of associates involving violations of law.
Personal Conduct Ann Taylor’s hard-earned reputation for the highest standards of business conduct should never be taken for granted. Our reputation rests not on periodic audits by lawyers and accountants, but on our associates’ integrity and conduct every day in the workplace.
As an associate of Ann Taylor, you are expected to uphold the highest standards of professionalism in the workplace and in the conduct of Company business. These standards are reflected in our Values & Practices. Ethical behavior on the job essentially comes down to honesty and fairness in dealing with clients, vendors, competitors and the public, as well as with your fellow associates.
Our basic belief in respect for the individual has led to a strict regard for the privacy and dignity of each associate. However, when your personal conduct adversely affects your work performance, that of other associates, or the legitimate interests of the Company, it is of proper concern to Ann Taylor. Examples of situations where your personal conduct may be of concern to Ann Taylor are described under “Work Environment” below and in the section “On Your Own Time.”
Ann Taylor strives to provide all associates with a healthy, safe, and productive work environment and is committed to eliminating recognized hazards from the workplace. Associates are required to comply with all applicable federal, state, and local health and safety laws, and all related Company practices, including the maintenance and security practices set forth in AT Your Fingertips for offices, in the Human Resources General Practices and the Practices & Procedures Guide for stores, and in the Distribution Center Associate Handbook for the LDC. Associates are also required to report any unsafe conditions, hazards, broken equipment or machinery, and accidents in accordance with the relevant practices in these guides.
Ann Taylor’s work climate must also be free from discrimination and harassment based on race, personal characteristics, including color, religion, creed, citizenship, national origin, national ancestry, age, sex, sexual preference, marital status, physical, psychiatric or emotional disability, veteran status, or any other factor unrelated to job requirements or job status. The Company will not tolerate any discriminatory behavior, sexual advances, actions, comments, or any other conduct in the workplace that creates, in the judgment of Ann Taylor management, an intimidating or otherwise offensive environment. Nor will the Company tolerate the use of racial or religious slurs, or any other remarks, jokes, or conduct that, in the judgment of Ann Taylor management, encourages or permits an offensive work environment.
If you believe that you have been or are being subjected to such conduct, there are many channels available to you to report such activity to Ann Taylor (refer to “Reporting of Violations”). Be assured that the Company will not tolerate any threats or acts of retaliation or retribution against associates who use these complaint channels in good faith. All complaints of any such conduct will be investigated promptly and, to the extent possible, confidentially. Associates who are found to have engaged in harassment, discrimination, or other offensive conduct or to have misused their positions of authority in this regard, will be subject to disciplinary action, which may include separation.
Other examples of activities that are prohibited because they are not conducive to a positive work environment and they impede the Company's ability to operate effectively and efficiently are: threats, violent behavior, and the use, distribution, sale, purchase or possession of any illegal drugs or any other controlled substances (except for approved medical purposes). Associates may not be on Ann Taylor premises or represent Ann Taylor if they are under the influence of or are affected by illegal drugs or alcohol, or any substance that interferes with or impairs the associate's personal safety or the safety of others. Associates who engage in these prohibited activities in the work environment will be subject to disciplinary action, up to and including separation.
Ann Taylor collects and maintains personal information about all associates that relates to employment, including medical and benefits information, addresses, and telephone numbers. Access to such information is restricted to Company personnel and agents who need to know this information to conduct Company business. Personal information about an associate is released outside Ann Taylor or its agents only with the associate’s approval, except to verify employment or to satisfy legitimate investigative or legal requirements. Associates who are responsible for maintaining personal information and those who are provided access to such information are required to ensure that the information is not disclosed in violation of Ann Taylor practices.
Personal items, messages, or information that you consider to be private should not be placed or kept in Company telephone systems, computer systems (including electronic mail), offices, work spaces, desks, credenzas, filing cabinets or lockers. These areas are all Ann Taylor property and Company management may gain access to these areas at any time without notice. However, for reasons other than legitimate business purposes, associates should not search for or retrieve articles from another associate’s workspace without the prior approval of management.
Use of Ann Taylor Assets
Ann Taylor equipment, systems, facilities, corporate charge cards and supplies must be used only for conducting Company business or for purposes authorized by management. The use of Company assets, facilities, or services for any unlawful, improper, or unauthorized purpose is strictly prohibited. Associates may not make commitments affecting Company assets unless properly authorized (see the Ann Taylor Contract Guidelines published by the Legal Department). For additional practices and procedures regarding appropriate use of Ann Taylor assets, you should refer to AT Your Fingertips, the Human Resources General Practices, the Practices & Procedures Guide or the Distribution Center Associate Handbook.
Protecting Ann Taylor Assets